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Until ninety days after the date this registration statement is declared effective, all dealers that effect transactions in these securities whether or not participating in this offering, may be required to deliver a prospectus.

This is in addition to the dealer's obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

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PROSPECTUS SUMMARY

The following summary highlights selected information contained in this prospectus.  This summary does not contain all the information that may be important to you.  You should read the more detailed information contained in this prospectus, including, but not limited to, the risk factors beginning on page 7.

 References to “we,” “us,” “our,” “Blue Water” or the “Company” mean Blue Water Bar & Grill, Inc.

Forward-Looking Statements

 

This prospectus contains forward-looking statements that involve risks and uncertainties.

 We use words such as “anticipate”, “believe”, “plan”, “expect”, “future”, “intend” and other similar expressions to identify such forward-looking statements.

 You should not place too much reliance on these forward-looking statements.  Our actual results may differ materially from those anticipated in these forward-looking statements for many reasons, including the risks faced by us described in the "Risk Factors" section and elsewhere in this prospectus.

Overview of Our Business

Blue Water was incorporated under the laws of the State of Colorado on June 27, 2013 under the name Stream Flow Media, Inc.

 We amended our Articles of Incorporation on October 14, 2015 to change our name to Blue Water Bar & Grill, Inc.  Subsequent to the name change, Blue Water acquired all of the issued and outstanding shares of Blue Water Bar & Grill, N.V., a St. Maarten, Dutch West Indies limited liability company, on December 15, 2015.

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Presently we are developing a chain of casual dining restaurants in popular tourist destinations throughout the Caribbean region under the Blue Water Bar & Grill™ brand name.  The initial flagship location is presently under construction in St. Maarten, Dutch West Indies.  We anticipate that we will need to spend up to an additional $450,000 in construction, initial inventory purchases, and pre-opening staffing expenses in order to complete and open this restaurant, which is currently expected to open in October 2016.

 We plan to finance these completion and opening expenses with a portion of the capital proceeds raised from this offering of 3,500,000 shares of our common stock.

We anticipate that we will need to generate at least $1.0 million in new financing inclusive of any net proceeds from this offering to fulfill our planned 2016 capital expenditures and maintain compliance with our regulatory filing requirements.  This offering, if successful, will provide us with approximately $844,063 of our projected 2016 capital expenditures, which will be used to complete and open the St.

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Maarten Blue Water Bar & Grill™, start the process of building the planned Aruba Blue Water Bar & Grill™, and maintain compliance with our regulatory filing requirements.  For more detailed information, please see Use of Proceeds on page 18.

Even if this offering is successful we will still need to seek alternative sources of financing in order to satisfy our planned 2016 capital expenditures.

 Presently we have not had material discussions with any alternative sources of financing.

 While we are continually exploring new sources of financing to meet our need for additional cash, including raising funds through additional sales of our equity securities and loans, we cannot provide any assurances that future efforts to secure additional financing will be successful.  We have no assurance that future financing will be available to us on acceptable terms.

 If financing is not available on satisfactory terms, we may be unable to continue, develop, or expand our operations and may be forced to cease entirely or at a minimum curtail our business activities.  Further, future equity financing could result in additional and substantial dilution to existing shareholders.

Prior Business History and Listing on OTC Bulletin Board

We were originally incorporated as Stream Flow Media, Inc.

(“Stream Flow”) which was a gaming and gamification training business focused on developing online gaming and media solutions catering specifically to customer loyalty and retention (“CL&R”) applications, including corporate training solutions.  Stream Flow utilized a proprietary technology created by its founder, Gregory Galanis, to develop applications specifically branded towards the client’s business and unique needs to be used on mobile devices, social media networks, and web-based platforms.

On December 2, 2013 Stream Flow entered into an agreement with Blue Water Global Group, Inc., a company listed on the Over-The-Counter Bulletin Board (“OTCBB”) to finance and maintain a listing on the OTCBB for Stream Flow.

 Stream Flow issued 20,000,000 shares of its common stock to Blue Water Global Group in exchange for covering all of the expenses associated with obtaining and maintaining a Stream Flow listing on the OTCBB, including accounting and legal fees.

Blue Water Global Group retained Taurus Financial Partners, LLC (“Taurus”), a consulting company specializing in taking private companies public on the OTCBB and maintaining compliance with ongoing regulatory filing requirements.

 Taurus successfully obtained a listing on the OTCBB for Stream Flow on July 31, 2015 under the ticker symbol STMF.

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 Because Stream Flow was unable to generate any trading in the market and attract any new investors, its ticker symbol was delisted to the OTC Pink on October 15, 2015.

Blue Water Global Group went out of business October 18, 2015 and defaulted on its obligations to cover all costs and expenses related to our public listing.

 As of December 31, 2015 Blue Water Global Group had paid ($621,003) of the expenses related to Stream Flow obtaining and maintaining its listing on the OTCBB.  Taurus covered the remaining expenses and has continued to cover ongoing expenses related to maintaining our public listing and complying with our regulatory filings.  As of December 31, 2015, we had short-term notes payable to Taurus aggregating ($102,749) for these services.

Under the Stream Flow business model we were not able to generate sufficient financing to market and grow our business, which resulted in us only attracting one client between inception on June 27, 2013 through the change of corporate name and business model on October 14, 2015.

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 This client contributed $10,000 in revenue for the development of a single mobile application.  Mr. Galanis determined that without a recurring source of revenue and lack of available financing the only remaining option was to discontinue Stream Flow’s operations and seek a new viable business model for the company.

Mr. Galanis reached out to Taurus and together they decided to restructure the company into a restaurant business dedicated to the Blue Water Bar & Grill™ concept.

 Not having the appropriate experience for this type of business operation, Mr. Galanis and Michael Etheredge resigned from all of their positions on October 27, 2015 at which time our current sole officer and director, J. Scott Sitra, took over the management of our business.

On December 15, 2015 we completed the acquisition of all of the issued and outstanding shares of Blue Water Bar & Grill, N.V., a St.

Maarten, Dutch West Indies limited liability company.  The purpose of acquiring this company through a stock acquisition was to maintain the continuance and integrity of the current St.

Maarten business and directors license attached to this limited liability company, which are required prior to engaging in any type of business on the island of St. Maarten.

It is important to note that Mr. Sitra is concurrently the control person of Taurus and was the President and CEO at Blue Water Global Group prior to it going out of business.

Emerging Growth Company Status

We are an "emerging growth company", as defined in the Jumpstart our Business Startups Act of 2012 (“JOBS Act”), and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

 We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions.  If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.

Section 107 of the JOBS Act provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards.

 In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.   Blue Water has elected not to opt out of the transition period pursuant to Section 107(b).

We could remain an “emerging growth company” for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our annual gross revenues exceed $1 billion, (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our common stock that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter, or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three-year period.

Notwithstanding the above, we are also currently a “smaller reporting company”, meaning that we are not an investment company, an asset-backed issuer, or a majority-owned subsidiary of a parent company that is not a smaller reporting company and have a public float of less than $75 million and annual revenues of less than $50 million during the most recently completed fiscal year.

 In the event that we are still considered a “smaller reporting company”, at such time are we cease being an “emerging growth company”, the disclosure we will be required to provide in our SEC filings will increase, but will still be less than it would be if we were not considered either an “emerging growth company” or a “smaller reporting company”.  Specifically, similar to “emerging growth companies”, “smaller reporting companies” are able to provide simplified executive compensation disclosures in their filings; are exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that independent registered public accounting firms provide an attestation report on the effectiveness of internal control over financial reporting; and have certain other decreased disclosure obligations in their SEC

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filings, including, among other things, only being required to provide two years of audited financial statements in annual reports.

 Decreased disclosures in our SEC filings due to our status as an “emerging growth company” or “smaller reporting company” may make it harder for investors to analyze our results of operations and financial prospects.

Limited Operating History; Need for Additional Capital

There is limited historical financial information about us upon which to base an evaluation of our performance.

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 We are an emerging growth business with limited operating history.  We cannot guarantee that we will be successful in our business operations.  Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns, such as increases in marketing costs, increases in administration expenditures associated with daily operations, increases in accounting and audit fees, and increases in legal fees related to filings and regulatory compliance.

As of December 31, 2015 we had incurred ($767,824) in losses since our inception on June 27, 2013.

 We have not achieved profitability and expect to continue to incur net losses throughout the fiscal year ending December 31, 2016 and potentially into subsequent fiscal periods.  We expect to incur significant operating expenses and, as a result, will need to generate significant revenues to achieve profitability, which may never occur.  Even if we do achieve profitability, we may be unable to sustain or increase profitability on an ongoing basis which could cause us to go out of business.

 

To become profitable and competitive, we have to successfully open operating restaurants pursuant to our Plan of Operation.

 We anticipate relying on equity sales of our common stock in order to continue to fund our business operations until we are able to generate sufficient revenues to cover our operating expenses, which may never happen.  Issuances of additional shares will result in dilution to our then existing stockholders.  There is no assurance that we will be able to make any additional sales of our equity securities or arrange for debt or other financing to fund our planned business activities.

 We may also rely on loans from our management or other significant shareholders.  However, there are no assurances that management or any of our significant shareholders will provide us with any additional funds.

 

We are continually exploring new sources of financing to meet our need for additional cash, including raising funds through sales of our equity securities and loans.  We cannot provide any assurances that our efforts to secure additional financing will be successful.

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 We have no assurance that future financing will be available to us on acceptable terms.  If financing is not available on satisfactory terms, we may be unable to continue, develop, or expand our operations.  Further, future equity financing could result in additional and substantial dilution to existing shareholders.

Going Concern

Our independent registered public accountant has issued an audit opinion which includes a statement expressing substantial doubt as to our ability to continue as a going concern.

 For more information their report is included in this prospectus on page F-2.

High Degree of Risk

This offering and any investment in our common stock involves a high degree of risk.  If we are unable to generate sufficient revenue to become profitable, we may be obliged to cease business operations due to a lack of operating capital.

 We face many challenges to continue operations, including our lack of operating history, lack of revenues to date, and the losses we have incurred to date.

 Please review the "Risk Factors" starting on page 7 of this prospectus.

Our principal officer and sole director, J. Scott Sitra, currently controls an aggregate of 90,250,000 votes in all voting matters, or approximately 83.6%, of the eligible votes.  If we sell all of the Shares being offered in this prospectus, Mr. Sitra will still control approximately 80.9% of the then eligible votes.

 Accordingly, Mr. Sitra can solely determine the outcome of all corporate transactions or other matters, including mergers, consolidations and the sale of all or substantially all of our assets.  The interests of Mr. Sitra may differ from the interests of the other shareholders and thus result in corporate decisions that are disadvantageous to other shareholders.

In addition to retaining control over all voting matters, Mr.

Sitra is also our principal executive officer and sole director.  Due to his other competing outside business interests, he presently is able to spend a maximum of about 50% of his professional time on our business, or about 20 to 25 hours per week, which may seriously handicap our overall business, financial condition and results of operations, and potentially lead to missed business opportunities resulting in you possibly losing your entire investment.

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Where You Can Find Us

Our principal executive offices are located at Lake Side Drive #5, Indigo Bay, Cole Bay, St.

Maarten, Dutch West Indies and our telephone number at that address is (949) 264-1475.

The Offering

 

Following is a brief summary of this offering:

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No Required Minimum Amount of Shares Must be Sold

There is no required minimum amount of Shares that must be sold in this offering.

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 As a result, potential investors will not know how many Shares will ultimately be sold and the amount of proceeds we will receive from this offering.

 If we sell only a few Shares, potential investors may end up holding shares in a company that:

·

has not received enough proceeds from the offering to properly pursue its business plan or even maintain existing levels of operations; and

·

has a no liquid market for its common stock.

This should be considered a substantial risk of investment, taken together with the “Risk Factors” section presented below.

RISK FACTORS

If any of the following risks actually occur, our business, financial condition and results of operations could be harmed and you may lose your entire investment.

Industry Risk Factors

Our industry is historically seasonal, especially in the Caribbean region where we intend to open our restaurants.

Our industry is historically seasonal, especially in the Caribbean region where we intend open our restaurants.

 Typically the high season spans the months from November through April.  Low season, which typically spans May through October and coincides with hurricane season, often experiences unpredictable and severe weather, storms and other similar conditions which negatively impact overall tourism.

 Since our restaurants will primarily cater to tourists, failure to generate sufficient sales volumes during high season could prevent our business from reaching profitability, or if profitability is ever obtained, fail to maintain such profitability.

Our industry is highly competitive and as a smaller reporting company we may be at a disadvantage to our competitors.

The restaurant industry is highly competitive in general.  Although our targeted marketplace is the Caribbean region where we will be competing primarily with “mom and pop” restaurants, which are typically comprised of smaller family or individually owned and operated non-franchised restaurants, we may have to compete in the future against larger competitors that have greater financial resources and name recognition than we have.

 We anticipate facing a high level of competition when opening new restaurants for customers (both tourists and locals), securing prime leasehold locations where we wish to open our restaurants, and attracting and retaining qualified employees.  Many aspects of our business model are not proprietary and, if they prove successful, may be replicated by others.  We cannot prevent such competitors from entering the markets in which we seek to open new restaurants.

 

Further, because our industry is particular sensitive to cost increases and consists of mostly non-public reporting companies we may be at a competitive disadvantage because of our reporting obligations.

 We face additional expenses, which a non-public restaurant business does not, including:

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quarterly and annual PCAOB auditor fees;

 

·

EDGAR filing fees; and

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legal and consulting fees related to our ongoing SEC compliance and reporting obligations.

Our non-public competitors do not incur these costs, which puts us at a competitive disadvantage.

 These expenses are projected to aggregate approximately $125,000 annually in 2016.  As our business continues to grow and develop our financial statements and our SEC filings will become more complex, which we estimate will cause these compliance expenses to continue increasing annually, potentially substantially.  If we are unable to effectively compete on a continuing basis or unforeseen competitive pressures arise, such inability to compete could have a material adverse effect on our business, results of operations, and overall financial condition.

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Our industry is subject to many various government regulations which could require unexpected expenditures and/or reduce our ability to generate sufficient revenues to obtain profitability.

Our industry is subject to many various laws which directly affect our organization and operations.

 Each restaurant we open must comply with various licensing requirements and regulations by a number of governmental authorities, which typically include health, safety and fire authorities in the municipality where our restaurant is located.

 The development and operation of a successful restaurant depends upon selecting and acquiring a suitable location, which is normally subject to zoning, land use, environmental, traffic, and other regulations.

Additionally, because we anticipate a significant portion of our revenue to be generated from the sale of alcoholic beverages, we must comply with any and all regulations governing their sale.

 Typically this requires the proper licensing at each restaurant location (in many cases it needs to be renewed on an annual basis).  Such licenses may be revoked or suspended for cause at any time.  These regulations often relate to many aspects of the restaurant, including the minimum age of patrons and employees, hours of operation, advertising, wholesale purchasing, inventory control and handling, and storage and dispensing of alcoholic beverages.

  The failure of any of our future restaurants to obtain and retain such a license would limit its ability to generate sufficient revenues to achieve profitability at that particular location, which could subsequently impact our business’s overall revenues and ability to achieve (and if achieved, maintain) profitability.

Company Risk Factors

We lack an operating history and have losses which we expect to continue into the future.  There is no assurance our future operations will result in profitable revenues.

 If we cannot generate sufficient revenues to operate profitably, our business will fail.

We were incorporated on June 27, 2013, and have incurred ($767,824) in losses through December 31, 2015.  We have very little operating history upon which an evaluation of our future success or failure can be made.  We have not achieved profitability and expect to continue to incur net losses throughout the fiscal year ending December 31, 2016.

 We expect to incur significant operating expenses and, as a result, will need to generate significant revenues to achieve profitability, which may not occur.  Even if we do achieve profitability, we may be unable to sustain or increase profitability on an ongoing basis which could cause us to go out of business.

We need to raise additional capital.  Failure to secure adequate financing may prevent us from generating sufficient levels of revenue which could cause our business to fail.

Our operations to date have been primarily funded by our officers, directors, and current stockholders.

 We estimate that we will need to generate at least $1.0 million in new financing during the fiscal year ending December 31, 2016 in order to satisfy our planned capital expenditures and maintain sufficient levels of working capital.  Further, in order to proceed with our long-term plans, we anticipate that we will need to generate at least $4 to $5 million in additional financing.

Without limiting our available options, future financings will most likely be through the sale of additional shares of our common stock.

 It is possible that we could also offer warrants, options and/or rights in conjunction with any future issuances of our common stock.

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 However, we can give no assurance that financing will be available to us, and if available to us, in amounts or on terms acceptable to us.

 If we are unable to generate profits or unable to obtain additional funds to meet our working capital needs, we may need to cease or curtail our business operations.  Further, there is no assurance that the net proceeds from any successful financing arrangement will be sufficient to cover our projected expenditures over the next 12 months.

If we are not able to obtain sufficient additional financing, we may have to cease operations and investors will lose their entire investment.

There is substantial uncertainty as to whether we will continue operations.

 If we discontinue operations, you could lose your entire investment.

Our independent registered public accounting firm has discussed their uncertainty regarding our business operations in their audit report dated April 7, 2016 which is part of the financial statements that are part of this prospectus.  This means that there is substantial doubt that we can continue as an ongoing business for the next 12 months.

 The financial statements do not include any adjustments that might result from the uncertainty about our ability to continue in business.  As such, we may have to cease operations and you could lose your entire investment.

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Focusing all of our business interests entirely on the Caribbean region may result in increased costs and risks.

We are presently constructing our first Blue Water Bar & Grill™ restaurant in St.

Maarten, Dutch West Indies and intend to expand the concept to other islands throughout the Caribbean region.  Because most islands within the Caribbean region are independent nations or territories of other sovereign nations, operating internationally throughout the Caribbean region will expose us to a number of risks on each island we chose to operate, including:

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risks of social, political, and economic instability;

 

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risks of increases in duties and taxes;

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labor risks, including attracting and retaining qualified local workers, general labor unrest, and complying with different labor laws on each island we operate;

·

risks relating to government corruption and anti-bribery laws;

·

changes in laws and policies governing the operations of foreign-based companies; and

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we may be exposed to exchange rate risks if some of our future revenues and expenses are incurred in foreign currencies that fluctuate independently of the US dollar.

 

We cannot assure you that our business will not be affected by the aforementioned risks, each of which could have a material adverse effect on our business, potentially causing us to cease operations and you to lose your entire investment.

Because all of our future operating activities and profits, if any, will be generated outside of the United States, we may be subjected to restrictions or substantial tax consequences should we try to repatriate our funds to the United States, thereby potentially limiting our ability to conduct future business within the United States.

All of our intended future business operations will be conducted within the Caribbean region.

 Although we have not experienced any delays or restrictions on transferring cash between the United State and Caribbean region, we could be subjected to restrictions and unexpected delays on transferring our cash balances into or out of the US under the provisions of the Patriot Act or applicable Anti-Money Laundering (AML) laws.  Should our banking institution or the US government take such precautions to verify the source of our funds, they could suspend transfers of our cash to the US until such verification procedures are completed, which could delay the transfer of our funds by several business days.

 Such verification procedures could be enacted if either our bank or the US government were to suspect any of the funds held in our accounts were linked to:

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financing terrorism;

 

·

illicit profits from drug trafficking; or

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proceeds from money laundering activities.

In addition to the foregoing considerations, we will also be subjected to other tax considerations when repatriating our funds in the United States.

Under current law taxes profits earned by US corporations abroad may be deferred indefinitely, as long as those profits remain in the country they were earned.

 Because the countries in the Caribbean region where we intend to operate levy little to no corporate income taxes, it will be in our interest to maintain our profits, if any, where they are earned.

Should we wish to repatriate our profits to the United States, those profits would be subject to US income taxes, less applicable foreign tax credits.

 Because the United States currently has one of the highest corporate tax rates in the world (35%), repatriating funds in the United States could significantly increase our overall effective tax rate which would have a material adverse effect on our results of operations and financial condition and impede our ability to grow and expand our business.

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We intend to retain most, if not all, of our profits outside of the United States.

 We intend to repatriate only enough funds annually to maintain our US operations, which presently, and will continue to, consist of maintaining reporting and compliance requirements with the Securities and Exchange Commission, which we project to aggregate approximately $125,000 annually in 2016.

 As our business continues to grow and develop our financial statements and our SEC filings will become more complex, which we estimate will cause these compliance expenses to continue increasing annually, potentially substantially.

 If these expenses increase substantially, then our effective tax rate may also increase as the amount of funds we are required to repatriate each fiscal year increases.

As a holder of our common stock, a delay in repatriating our funds or an increase in our overall effective tax rate could result in you experiencing:

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lower per share earnings, if any, relating to our common stock; and

 

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a decrease in the valuation or loss in your investment in our common stock.

Our principal officer and sole director, J.

Scott Sitra, currently controls approximately 83.6% of our eligible votes in all voting matters.  Accordingly, Mr. Sitra can solely determine and control all corporate decisions, even if such decisions may not be in the best interest of minority shareholders.

Our principal officer and sole director, J. Scott Sitra, currently controls an aggregate of 90,250,000 votes in all voting matters, or approximately 83.6%, of the eligible votes.

 If we sell all of the Shares being offered in this prospectus, Mr. Sitra will still control approximately 80.9% of the then eligible votes.

 Accordingly, Mr. Sitra can solely determine the outcome of all corporate transactions or other matters, including mergers, consolidations and the sale of all or substantially all of our assets.

 The interests Mr. Sitra may differ from the interests of the other shareholders and thus result in corporate decisions that are disadvantageous to other shareholders.

The success of our business depends heavily on key personnel, particularly J. Scott Sitra, and his business experience and understanding of our industry.  Our business would likely fail if we were to lose his services.

The success of our business will depend heavily upon the abilities and experience of our principal executive officer J.

Scott Sitra.  The loss of Mr. Sitra would have a significant and immediate impact on our business, results of operations, and overall financial condition.  Further, the loss of Mr. Sitra would force us to seek a replacement or replacements who may have less general business experience and, in particular, experience in our industry, fewer industry contacts, and less understanding of our overall business plan.

August 8, 1946, Vol. 164, No. 4514, Section 1

 We can make no assurances that we will be able to find a suitable replacement should Mr. Sitra depart, which could force us to curtail operations and/or cease operations, whereby you could lose your entire investment.

Mr.

Sitra is not presently covered by an employment agreement nor is he subject to a non-compete agreement which would survive the termination of his employment.  Mr.

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Sitra can terminate his relationship with us at any time without cause.  Further, we do not carry “key person” insurance on any employee, including Mr. Sitra.  The departure of Mr. Sitra would most likely have a severe and negative impact on our overall business and cause us to cease operations, whereby you could lose your entire investment.

In addition to our dependency on Mr.

Sitra’s continued services, our future success will also depend on our ability to attract and retain additional future key personnel, especially in the areas of restaurant managers.  We face intense competition for these individuals from well-established and better financed competitors.  We may not be able to attract qualified new employees or retain existing employees, which may have a material adverse effect on our results of operations and financial condition.

Because our principal executive officer, J.

Scott Sitra, devotes a limited amount of his time to our operations our business could fail if he is unable or unwilling to devote a sufficient amount of time to our business.

The responsibility of developing our core business, securing the financing necessary to complete the construction of our first restaurant, and fulfilling the reporting requirements of a public company all fall upon our principal executive officer, J.

Scott Sitra.  Mr. Sitra presently dedicates approximately 50% of his professional time to Blue Water, or between 20 and 25 hours per week.

We have not formulated a plan to resolve any possible conflict of interest with Mr. Sitra’s other competing business activities, which principally involves his position as President and Chief Executive Officer at Taurus Financial Partners,

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LLC.

 Mr. Sitra presently is not under an employment agreement with any of his business interests, including our business.  If he were to enter into such an agreement with an outside business interest, he could be forced to resign from our business or devote even less time to our business interests than he presently does.

In the event Mr. Sitra is unable to fulfill any aspect of their duties, we may experience a shortfall or complete lack of revenue resulting in little or no profits and the eventual closure of our business, whereby you may lose your entire investment.

Our principal officer also serves as our sole director on our Board of Directors.

 As such, he has the ability to unilaterally decide all non-voting matters, including the ability to establish compensation packages, most notably his own.

Our principal officer, J. Scott Sitra, also serves as our sole director on our Board of Directors.  As such, and in all non-voting matters, he can unilaterally determine corporate actions by issuing a Resolution of the Board of Directors.  The interests of our sole director may differ from the interests of the other shareholders and thus result in corporate decisions that are disadvantageous to other shareholders.

 In particular, and at his sole discretion, he may establish his own compensation package which could be contrary to the interests of other shareholders and possibly prevent us from ever achieving profitability, have a negative impact on our overall business, and result in you losing all or part of your investment.

Our Sole Director and Principal Executive Officer, J.

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Scott Sitra, may be subject to conflicts of interest.

Our Sole Director and Principal Executive Officer, J.

Scott Sitra, has potential conflicts of interest in his dealings with us.  Circumstances under which a conflict of interest could arise between us and Mr.

Sitra include:

·

Mr. Sitra is free to arbitrarily establish his own compensation;

 

·

Future compensation agreements with Mr.

Sitra or others will not be negotiated at arm’s-length as would normally occur if the agreements were with unaffiliated third parties;

·

Acquisitions and purchases or sales of assets and other similar transactions can be made without due diligence or extended negotiation; and

·

Business combinations or the implementation anti-takeover “poison pill” preventative measures.

We have not formulated a policy for potential conflicts of interest that may arise between us and Mr.

Sitra.  If a potential conflict of interest arises and cannot be resolved, the result could be contrary to the interests of other shareholders and prevent us from ever achieving profitability, have a negative impact on our overall business, and result in you losing all or part of your investment.

The projected costs and other related expenses used in our business plan are estimates made by our management.

 Our actual costs related to opening our proposed restaurant may differ significantly.